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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of earliest event reported): June 17, 1997
MMI Companies, Inc.
(Exact name of registrant as specified in its charter)
Commission file number: 1-11920
Delaware 36-3263253
(State or other jurisdiction (IRS Employer
incorporation or organization) Identification No,)
540 Lake Cook Road, Deerfield, Illinois 60015-5290
(Address of principal executive offices)
(847) 940-7550
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Filed as an exhibit is a press release of the registrant dated June 17, 1997
relating to the adoption of a Shareholder Rights Plan by the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99. Press release of the registrant dated June 17, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MMI Companies, Inc.
(Registrant)
Date: June 17, 1997 B. Frederick Becker
B. Frederick Becker
Chairman and Chief Executive Officer
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Exhibit 99
MEDIA CONTACT: Sally Benjamin Young, 847-374-2227
INVESTOR CONTACT: Paul Orzech, 847-374-2369
MMI COMPANIES, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
DEERFIELD, IL, June 17, 1997 -- MMI Companies, Inc. (NYSE:MMI) announced that
its Board of Directors has approved the adoption of a Shareholder Rights Plan.
In so doing, the Board has declared a dividend distribution of one right
("Right") to purchase 1/100 share of preferred stock on each outstanding share
of MMI Companies Inc. Common Stock.
The Rights issued under the Plan become exerciseable only when a person or
group acquires or announces its intention to acquire more than 15 percent of
the Common Stock of MMI Companies, Inc. In the event that the Plan is
triggered, each Right would, upon exercise, entitle stockholders, other than
the third party acquirer, to buy $150 worth of a MMI common stock equivalent at
an exercise price of $75.00.
In addition, if MMI Companies is acquired in a merger or other business
combination transaction, which has not been approved by the Board of Directors,
each Right will entitle its holder to acquire common stock of the acquiring
company with a market value equal to two times the exercise price of the Right,
a purchase value of $150 of the common stock of the acquiring company for $75.
At any time prior to the distribution date the Board retains the right to
amend the Rights Plan and to redeem the Rights at $.01 per Right. This dividend
distribution, which is not taxable to stockholders, will be payable to
stockholders of record on June 30, 1997. The Rights will expire in ten years.
The Plan was not adopted by the Board of Directors of MMI in response to a
take-over bid or to any specific or threatened proposal from a third party to
acquire control of MMI. Rather, the intent is to protect stockholders from
partial tender offers, open market accumulations and other abusive tactics to
gain control of MMI without paying stockholders a control premium.
Commenting on the adoption of the Rights Plan, B. Frederick Becker, chairman
and chief executive officer of MMI Companies, said, "The Board of Directors felt
it was prudent to adopt a Shareholders Rights Plan at this time in order to
protect the rights of all shareholders and to enhance the long-term value of the
Company."
MMI is an international healthcare risk management company with more than 20
years experience providing a wide range of products and services that help the
healthcare industry manage risks associated with the delivery of care. Through
its operating subsidiaries, MMI provides professional liability insurance and
reinsurance, education and information management products, clinical and
financial risk management services, managed care design and infrastructure
development, healthcare restructuring products and strategic management,
and employee relations and human resource consulting services. In addition to
its Deerfield headquarters, MMI has a network of offices throughout the United
States and overseas.
